Dear,

We are pleased to offer you the position of ………………….. in IBM India Pvt. Ltd., Gurgaon. Attached are the specific terms and conditions of our offer. Please important details carefully, including your compensation and benefits.

Your appointment will be effective on your joining date i.e. ……………… , 2012.

Any change joining date must be sent to offersc@in.ibm.com at least 5 days prior to your original joining date the new joining date must be a weekday (except Saturday & Sunday and should be mo later than 5 days from the joining date specified above.

Report to

IBM India Pvt. Ltd.

DLF Building No. 8, Tower B,4th Floor, DLF Cyber City, DLF phase II, Gurgaon -122 002, India on the joining date at 9:00 am. Please note that it is important to be on time to complete the joining formalities if you arrive late you will not be allowed to join and must reschedule your joining Date.

On your joining date, please bring (i) the original and 1 photocopy of this letter duly signed and dated by you (ii) 5 self-photographs (passport sized, color photos with a white background), (iii) the originals and 2 sets of photocopies of the following documents:

Education degree certificates and all year mark sheets for the highest degree attained. Photocopies should include both front and backsides of the certificates.

Proof of Identity. Bring 3 sets of photocopies of any one of the following documents: passport, Driving license, Voter’s identification card or PAN Card.

Copy of passport-if you don’t have a Passport then kindly apply for a passport immediately and carry the acknowledgment on the day of your on boarding.

If you have stated in your application to IBM India Pvt. Ltd. that you are differently Abled, please bring the disability certificates as per the prescribed format, duly filed & signed.

If you have ever changed our name at any point of time, and for any reason whatsoever, whatsoever, please bring the supporting documents for the same.

Valid Indian Work permit, if applicable. *please note that all of the above documents are mandatory and you will not be join without them.

Please contact us via offersc@in.ibm.com for any queries regarding your employment offer.

(Abdul Nisha) is your Single Point of Contact from the Talent Acquisition Team to answer or direct your to the appropriate IBM India Pvt. Ltd. officials for any question you may have post joining the organization.

The other terms and conditions of the offer are as follows:

1. Your employment with the Company is at the times subject to you having a valid work permit from the Government of India. It is your responsibility to obtain and maintain throughout your employment a valid work permit. A copy of the work permit needs to be furnished by you on the date of on boarding failing which you will not be permitted to join.

2. Your initial posting will be in Hyderabad. However, your services are transferable and may be assigned to any office of IBM India Pvt. Ltd. a subsidiary, or associate company. In such case you will be governed by the policies of that location.

3. Your appointment is contingent upon saris factory reference& background checks including verification of your application materials, education and employment history. Your employment is also contingent upon your ability to work for the Company without restrictions (i.e. you do not have any non-complete obligations or other restrictive clauses with any previous employer’).

4. Your designation may be changed at the discretion the Company depending of the work assigned to you.

5. You may be required to travel on Company work and you will be reimbursed expenses as per Company policy.

6. If you are absent for a continuous period of 8 days without leave or obtaining your manager’s approval. You will be deemed to have voluntarily terminated your services without notice.

7. You will be on probation until your successful completion of the probationary period is confirmed in writing. The probation periods is [1] year and may be extended at your manager’s discretion. At any time during this period, either you or the Company may terminate your service by giving 30 days’ notice or basic salary in lieu thereof.

8. Upon completion of probation period and conformation as a regular employee, you or the Company may terminate your service at any time by giving 90 days’ notice or basic salary in lieu thereof. However due to exigencies of business the Company may at its sole discretion reject the salary in lieu of notice and ask you to serve the entire or part of the notice period. You shall not be deemed to have been relieved of your services expect upon issue of a letter by the Company to that effect.

9. You will retire from the services of the Company on attaining the age of superannuation [58 year].

10. Upon your resignation or retirement from the Company or termination of your services, you are required to return all assets and property of the Company such as documents, machines, data, files and books etc. (including but not limited to leased properties).

11. Any and all of the terms and conditions of service may be modified or changed at the Company’s discretion.

12. Your individual remuneration is strictly between yourself and the Company. It has been determined based on numerous factors such as your job, skills-specific background, and professional merit. This information and any changes made therein should be treated as personal and confidential.

13. You will, by default, be enrolled in IBM India Pvt. Limited’s Group Mediclaim Insurance Policy, unless you choose to opt out. A nominal premium will be charged to you for the same for as long as you participate in the Policy. All the benefits as outlined herein and in IBM India Pvt. Ltd. policies are subject to change at the company’s discretion. You will be entitled to privilege leave in accordance with the Company’s policy as applicable from time to time.

14. It is your responsibility to notify the Company for any changes in your personal information within 3 working days. All notices shall be considered duly and properly delivered to the address on file with the Company.

15. During your service with the Company, you are expected to devote your whole time and attention to the Company’s affairs and refrain from directly or indirectly engaging in any other business.

16. Information pertaining to IBM India Pvt. Ltd. operations and intellectual property is confidential and you will sign a non-disclosure agreement. If you are bound by a confidentiality agreement with a previous employer, you must notify the Company and indemnify the Company against any breach thereof.

17. . All employees are required to read and comply with TBM India Pvt. Limited’s Business conduct Guidelines and sign a statement to this effect. Any breach of the Guidelines or the terms conditions of employment may result in termination of your services without notice or compensation.

18. If any information furnished by you in your application for employment or during the selection process is found at any time during your employment to be incorrect or false, and/or if you have suppressed material information regarding your qualification and experience, the Company may terminate your services without notice or compensation.

19. To facilitate relocation (if eligible, as per IBM India Pvt. Limited Policy, and provided your current location in India is more than 100 km from your offered work location), von are entitled to:

Please note that IBM India Pvt. Limited’s decision on whether you are eligible for relocation benefits or not will be final. A) Reimbursements of actual expenses incurred against bills for the following:

AC II Tier Train Fare (or) Apex Airfare for self; spouse and children. If an employee desires to drive to the new location in his/her own car, reimbursement will be made Rs. 7.50/ km. Travel must be based on the “To” and “From” location as mentioned in the offer letter.

Transportation of household effects by road, eligible fox I truck load (reimbursement at actuals) You are required to obtain two written competitive quotes from transport agencies and utilize the lower of the two (note. both quotations need to be attached to your expenses account to enable re-imbursement). If quotation is from IBM India Pvt. limited approved vendor (Tran world International) one quotation is adequate. (Copy of the packing list/inventory list provided by the vendor is mandatory to claim the expenses).

Packing and transit insurance of household effects up to maximum of Its. 15,000/-or actual paid whichever is less.

B) Relocation allowance of a flat amount of Rs. 25,000/-, which will enable you to make necessary arrangements for your initial stay and boarding in the reporting location. Please note that this relocation allowance is subject to appropriate income tax deductions as per applicable law.

If you resign or if your employment is terminated for any reason within 1 year from your joining date, you agree that you will repay the entire relocation allowance and any amounts that you were paid as reimbursement of expenses herein (A±B) to IBM India Pvt. Limited. You may be required to repay to IBM India Pvt. Limited any taxes that were deducted from relocation allowance and paid to the income tax authorities, subject to applicable law, and if such amounts cannot be reclaimed by IBM India Pvt. Limited. IBM India Pvt. limited may recover all such amounts from your final settlement.

20. You will abide by all the rules and regulations of the Company which are in force from time to time and the Company shall have the right to vary or modify any or all of the above terms and conditions which shall be binding on you.

You are required to register your profile at National Skill Registry; the addendum attached with this offer letter will provide you the information on the process of your registration. This registration is mandatory and should be completed within 30 working days from the date of joining the Company.

The impact of to days technology and pace of change is tremendous. We hope you’re as excited as we are to play a part in that revolution. At IBM India Pvt. Limited, we’re changing the world every day and we will be delighted to have you as part of our team. To confirm your acceptance of this offer letter on the terms and conditions 1specifled herein, please sign in the space specified below and return the signed copy to IBM India Pvt. Limited on your on boarding day.

Sincerely

Divakar Rajput,

HR Manager, Recruitment.

ACCEPTANCE OF APPOINTMENT TERMS AND CONDITIONS:

I agree that I have read, understand, and accept employment with IBM India Pvt. Limited under the terms & conditions stated above.

(Please sign below to confirm that you agree with the terms and conditions stated in this offer.)

I agree that I have read, understand, and accept employment with IBM India Pvt. Limited under the terms & conditions stated above.

(Please sign below to confirm that you agree with the terms and conditions stated in this offer.)

Date: ,2012 Manager: Name Band:DESIGNATION: WORK LOCATION:

*As per Company Policy

** Presently the Company has the following performance based compensation programs

A. Growth Driven Profit Sharing ProgramB. Performance Award

The Company Reserves the right at its discretion to adjust the program terms or cancel or otherwise modify the program at any time.

OTHER BENEFITS:

By Default, you will be enrolled in the Group Mediclaim Policy. You need to enroll your immediate family (Spouse & Four Children) within 15 days of joining if you wish to do so, a nominal premium for covering you and your family will be charged to you unless you choose to opt out for yourself and family.

Compensation Components IBM India Pvt. Limited Offer (Rupees)

1. Basic Salary 2133492. Flexible Benefit Plan (FBP) 1892183. Retiral

(a) Provident Fund (PF) 17921(b) Gratuity 6720

Annual Fixed Remuneration 427208

4. Growth Driven Profit Sharing Program** (0-12% of Basic Salary + FBP) 0 to 514425. Performance Award ** (3% of Basic Salary + FBP) 128606. Total Compensation =(Annual Fixed Remuneration + GDP at Midpoint+ Performance Award

IBM CONFIDENTIAL

Component Summary Explanation

1. Basic Salary The fundamental salary component to which many other components are Linked

2. . Flexible Benefit Plan (FBP)

This is valued at 120% of your Basic Salary. The FBP allows employees to choose a benefit basket that suits their needs. For certain elements, employees may avail of tax exemptions as per prevailing tax laws. The elements are listed below.

a) Leave Travel Allowance (LTA)

LTA can bc used for up to maximum of economy class airfare twice during a 4 year period. The current period is

2001-2014

b) Medical Rs. 15,000/- per annum. To be used for medical expenses

c) House Rent Allowance Maximum 50% of Basic Salary per annum. To be used for house rent.

d) Conveyance Allowance Maximum Rs. 800/- per month. To be used for vehicle expenses

e) Flat Allowance Remaining FBP funds and is a taxable amount.

3. Retiral These elements of compensation (as well as SAF) are not paid out until later when certain conditions are met.

a) Provident Fund (PF) 12% of Basic Salary is contributed to the Provident Fund.

(b) Gratuity “4.8% of Basic Salary, which is include as a part of your Annual Remuneration denotes the company’s contribution

to the Gratuity Fund based on actuarial calculations. You are not entitled to this amount as a cash component as this is

intended to be a retrial benefit. Gratuity is payable to you as per the IBM India Pvt. Limited Gratuity Trust Fund Rules and the Payment of Gratuity Act, 1972, on cession of your

employment after at least 5 years of continuous service with the Company. The Amount of gratuity payable shall not

exceed three lakhs and fifty thousand rupees (Rs, 3, 50,000).”

(c) ESIC Until your monthly wages are up to Rs. 15000/- p.m. or such other amount prescribed by law, you will be covered under Employee State Insurance Act, 1948 (ESIC) and will

entitled to avail benefits under the same. Basic.

IBM CONFIDENTIALTotal Compensaton Opportunity and other Benefits Additional Insformation*

Growth Driven Profit Sharing Program Opportunity (GDP)

The Company Presently has a Growth Driven Profit Sharing Program. The GDP is a part of your Total Compensation Opportunity and is designed to support a team-oriented, high-performance work culture.

As per GDP 2011, eligible employees are Bands 1 —9 can receive annual payments ranging 0 to 12 percent of [Annual Basic Salary + Annual FBPJ. Eligible employees is band 10 can receive annual payments ranging from 0 to 24 percent of [Annual Basic Salary + Annual FBP] The actual Payout of Growth Driven Profit Sharing Program (GDP Program) is not fixed and will be based on individual and business performance, with result driven by how well 113M India Pvt. Limited grows revenue and pre-tax profit, year over year. For more details refer to the terms and conditions of the GDP Program. Statutory Bonus is payable as per provisions of the payment of bonus Act.. 1965 to eligible employees. The GDP payouts are dependent upon the terms of GDP Program. For, employees who are eligible to both statutory Bonus as well as GDP, the company shall as per the provision of the GDP program, deduct from the GDP allocated to an employee the amount of Statutory Bonus paid to the employee such as corresponding period and only the excess difference (if any) will be paid to the employee as an actual GDP payout Further, Statutory Bonus will be paid out monthly for eligible employees. Statutory bonus payment for a month will be made in the subsequent month end’s payroll.

GDP payments are generally distributed in March. As per program. active regular full-time and part-time employees vu-board as of 31 Dexmbe± 2011 are eligible to partidpate.

Refer to the program for further details.

Please note: The Company reserves the right at its discretion to adjust the GDP program terms or cancel or otherwise modify the program at anytime.

Performance Award

The Company presently has a Performance Award Program. Performance Award is a part of our Total compensation opportunity and is designed to recognize and reward employees who contribute to the WWBU pre Tax Income attainment.

As per Performance Award 2011, eligible employees in band 1-10 will be covered under the program. At target performance award will be 3% of annual Basic + Annual FBP.

The actual Payout of performance Award is not fixed and will be based on Worldwide Business Unit P1] attainment results and individual performance. For more details refer to the terms and conditions of the performance Award Program.

Please note: The Company reserves the right at its discretion to adjust the Performance Award Program terms or cancel or otherwise modify the Program at any time.

Group Term Life and Accident Rider CoveFagece

Group term Insurance plan:

This is a company paid benefits, which provides group term coverage to all employee of IBM India Pvt. Ltd. The benefits basics for life coverage are sixty times monthly basic salary’’ subject to a minimum and a maximum coverage as started in the policy. The coverage is subject to completion of the Insurance Company’s prescribed insurance underwriting procedure and awarding of coverage by the insurance company. Coverage applies worldwide, 24 hours a day.

Group Personal Accident Plan:

This is a company paid benefit, which provides group personal accident coverage to all employees of IBM India Pvt. Ltd. The benefits basis for accident coverage against permanent disability. permanent partial Disability and dismemberment is sixty times monthly basis salary subject to a minimum and a maximum coverage as started in the policy coverage applies worldwide 24 hours a day.

Group Mediclaim Insurance Policy for self and nuclear family (spouse and up to 4 children)

You and your nuclear family (Definition of nuclear family: arouse + max. of 4 children arc covcrcd up to Ra. 3 lacs per year on family floater basis, by default, you will be enrolled in the Group Mediclaim Policy. You need to enroll your immediate family (spouse & Four children) within 45 days of joining if you wish to do so and there will be a deduction front the aalary aa a preutluan to be borne b employee).

If you wish to opt out of participation in this policy, you may do so; please refer to IBM India Pvt. Ltd. Intranet for dedetails.

You also have the opportunity of purchasing insurance coverage for your parents. This is on an individual coverage basis and the premium incurred into be borne by you.

Medical insurance cover for you will be affected by default from the date of your joining IBM India Pvt. Ltd. However, you Must enroll you’re your dependents through on line submission of details within 45 days from the date of joining from insurance coverage to be extended to your dependent.

Mid-term insurance of only newborn babies (within 45 days of the child birth) and newly married spouse (within 45 days from the date of marriage) is allowed. The insurance coverage for the newly acquired depend dent (spouse/child) will be with effect from the date of event (marriage/birth whichever is applicable)*

*Subject to cnro1iiag the new depoudont within 45 days from the date of event.

All hospitalization claims under the Medical Insurance Policy pertaining to employee is borne by insurer at 1000/0. Claims pertaining to dependents (spouse, children and parents) will be borne by insurer and employee on an 8%: 20% basis.

Please note: The Company reserves the right at its discretion to adjust the performance Award program terms or cancel or otherwise modify the program at any time.

Critical Illness Buffer — these benefits is provided to help you and your nuclear family in times of medical emergencies. If an employee or child is diagnosed with ant of the illnesses defined under the “critical Illness Buffer” criteria, IBM India Pvt. Ltd. will extend an additional amount of Rs. 7 Lacs for required treatment.

The critical illness buffer requires management approval and is subject to availability of funds in the Corporate Buffer of IBM India Pvt. Ltd. Limited.

Total Compensation Opponunity and other Benefits- Additional Information*

Domiciliary Benefit — Domiciliary expenses on outpatient care for employee, spouse and children up to a maximum of Rs.1O,.QQQ is also provided to employees who participate in the Group Mediclaim Insurance Policy.

* For detailed information, please refer the company intranet. Company benefits and policies are subject to withdrawal, change from time to time at the sole discretion of the company and without the need of any prior notice to the employees.